Remuneration | Uponor

Remuneration Policy

Uponor’s Board of Directors has approved the Remuneration Policy for the governing bodies, which applies to the remuneration of the Board, the President and CEO and Deputy CEO. The Remuneration Policy was presented to the Annual General Meeting in 2022. The policy describes the main principles, the decision-making procedure and the main terms of the remuneration.

Read the policy here

Remuneration report 2022

Read the remuneration report here

Remuneration of the Board of Directors

The General Meeting decides on the remuneration of the members of the Board of Directors and the Board’s Committees for one term of office at a time. The preparation of the election and remuneration of the members of the Board of Directors is delegated to Uponor’s Nomination Board which submits its proposals to the Board of Directors. In the preparatory work the Nomination Board may also use external experts to determine the level of remuneration. In accordance with its charter, the Nomination Board presents its proposals and reports on its activities to the General Meeting.

According to the decisions made in the Annual General Meeting 2023, the members of the Board of Directors are paid an annual fee and a fee per meeting. The members of the Board of Directors are not employees of Uponor and do not participate in any Uponor incentive scheme or pension arrangement.

The annual fees are as follows:

Chair of the Board of Directors: €100,000
Deputy Chair of the Board of Directors: €58,000
Chair of the Board’s Audit Committee: €58,000
Chair of the Board's Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well): €58,000
Each other member of the Board: €48,000

Approximately 40% of the remuneration shall be paid by acquiring Uponor Corporation’s shares in public trading and/or by granting Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of such remuneration to acquire Uponor Corporation’s shares in public trading.

The following amounts of shares were paid in 2022 as part of the annual fee decided by the Annual General Meeting 2022:

Chair of the Board of Directors 2,834 shares
Deputy Chair of the Board of Directors and Chair of the Board’s Audit Committee 1,644 shares
Each other member of the Board 1,360 shares

There are no special terms or conditions associated with owning these shares.

A fee payable for each meeting of the Board and its committees are as follows:

€800 for the members residing in Finland
€1,600 for the members residing elsewhere in Europe and
€3,000 for the members residing outside Europe.

Travel expenses related to Board meetings shall be paid according to the travel policy of the company. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member.

Remuneration of the President and CEO

The remuneration of the President and CEO is comprises a base salary, benefits and performance-based incentive plans. The incentive plans consist of an annual short-term incentive plan and long-term share incentive plans. The Board of Directors decides on the remuneration, benefits and other terms of employment of the President and CEO based on the preparatory work by the Personnel and Remuneration Committee and according to the guidelines set forth in the Remuneration Policy presented to the Annual General Meeting. External market data is used to support the process. The Board determines the total remuneration elements of the President and CEO based on market benchmarking and other relevant facts.

Base salary and benefits
The annual base salary of the President and CEO is €605,000 including phone benefit.

Short-term incentive plan
Based on terms approved by the Board of Directors, the maximum bonus is 140% of the annual base salary.

Long-term incentive plan
Based on the terms of the share-based incentive plan, the maximum reward is determined as a number of gross shares including a cash portion intended to cover taxes and the tax related costs arising from the reward.

More information: uponorgroup.com/en-en/investors/remuneration/share-based-incentive-programmes

Pension
Both the Company and the CEO have agreed that the CEO's retirement age is 67 years. The company has also taken out a defined contribution pension insurance for the CEO, 20% of annual base salary.

Termination and other terms
A mutual termination notice period of 6 months applies to the President and CEO. The President and CEO is entitled to a severance pay of 12 months’ salary in addition to the salary earned during the notice period, in case the company terminates his service. In addition to the recurring short- and long-term incentive plans, the President and CEO is eligible for a one-time incentive, where the potential reward value corresponds to 12 month’s salary. The precondition for the temporary incentive payout is continued service at the company as well as certain other conditions. Upon fulfilment of the relevant criteria/conditions, the potential reward is paid out in the second half of 2023.

Remuneration of the rest of the Executive Committee

The Board’s Personnel and Remuneration Committee decides on the compensation and benefits of the rest Executive Committee members based on the President and CEO’s proposal and general principles approved by the Board.

The remuneration of the Executive Committee members comprises a monthly total salary (including monthly salary and fringe benefits, such as a car and a mobile phone), a supplementary pension plan as well as both short- and long-term incentives.

Base salary and benefits
In 2022, the total remuneration including taxable value of benefits, paid to the members of the Executive Committee (excl. CEO):

annual base salary (incl. benefits) total €1,571,187
short-term and long-term incentives total €1,673,786
severance pay or equivalent compensation total €2,133,498

Some members of the Executive Committee have a supplementary defined contribution pension plan.

Short-term incentive plan
Based on terms approved by the Board of Directors, the maximum bonus is 80-120 percent of the annual base salary. In 2022, the incentive was based on a combination of comparable operating profit and net sales of Uponor Group, LTIF safety target as well as the operating profit of the business segment. The incentive will be paid in March 2023.

Long-term incentive plan
Based on the terms of the share-based incentive plan, the maximum reward is determined as a number of shares including a cash portion intended to cover taxes and the tax related costs arising from the reward.

More information: uponorgroup.com/en-en/investors/remuneration/share-based-incentive-programmes

Pension
The members of the Executive Committee may have supplementary pension arrangements as part of their total remuneration package. Supplementary pensions follow market practices in the respective country.

Termination and other terms
Depending on country practices, mutual termination notice period of 6 months applies to the members of the Executive Committee except for the President and CEO. In addition, a severance payment of 9 months’ salary is paid to the member of the Executive Committee if the company terminates the employment agreement without a cause attributable to the person. In addition to the short- and long-term incentive plans, Executive Committee members may also be eligible for specific one-time incentives. Precondition for the payout for such incentives are typically continued service at the company.

Remuneration Policy

Remuneration report 2022

Remuneration of the Board of Directors

Remuneration of the President and CEO

Remuneration of the rest of the Executive Committee

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